Equestria and the Time Lord Episode 3: The Changeling Hive
by The Orwellian Writer
Summary: The Doctor, Romana, and Daring Do end up on The Changeling Hive in the year 6789 C.E., where the Changelings have been forced to make their home after a bloody battle that ended with them being thrown off their planet. The Changelings are now planning to take back their world and wipe out the Equestrians. The Doctor is now left at the eve of battle with no way to stop all out war.
1. Prologue: The War Games

Equestria and the Time Lord Episode 3: The Changeling Hive

Prologue: The War Games

**=Rallies 365, The Changeling Hive, Level One, Deck One, 6789 C.E. =**

The TARDIS began to materialize in the middle of a silver platform that was illuminated by green light. Shortly after, out stepped the Doctor, Romana, and Daring Do, the latter of which looked rather annoyed at the Doctor. "Alright Doctor, you've taken us to the future. So where are we?" she asked.

"Well, currently we have landed on the planet Rallies 365, although as of now it has been hollowed out and turned into a place known as the Changeling Hive." he answered.

"Wait, did you say the _**Changeling**_ Hive?" Daring Do asked suddenly.

"Why, yes I did. The year is now 6789 C.E. We are currently on Level One Deck One, which gets the best view of the whole place. What say we have a look?" The Doctor Said as he walked over to the edge of the deck and looked over into the hollow planet complex below, with Romana joining him very quickly.

Daring Do sighed and walked over to the edge of the deck they were on and looked over. "Oh…wow."

The whole place was lined with at least a hundred decks going downwards, each illuminated by green light. But what was really something was the source of said green light. There was a gigantic glowing green sphere in the center of the planet, and it was enormous. It appeared to have a ton of little hexagons arranged exactly like a beehive under the surface of the sphere, and each one seemed to work to hold transparent cocoons that held green black creatures with equine bodies, except they all had holes in their legs, sharp fangs, insect like wings, and large blue eyes with no pupils or irises visible. There were all sorts of wires and tubes running into the cocoons connected to the creatures. And above the large sphere, there was a large window with the same hive pattern that had oh so many stars in a spacey way that Daring Do had never seen before.

"That's very beautiful looking." She said, slightly awestruck.

"Yes, quite so. Now tell me, what are the Changelings? I can tell you know." The Doctor asked.

"The Changelings are an insectoid race that can shape shift and are always trying to invade Equestria to feed off ponies love until they have no emotions left." Daring Do answered.

"Well they seem like very pleasant ponies to talk to. Still, we can hope that being given their own planet will have mellowed them down a bit more. Wait, what am I even saying? It's never that easy!" The Doctor said to himself.

At that moment, the glass surrounding the hive and all the Changelings slid away, the wires disconnected from the Changelings and retracted back into the sleek walls of the inside of the hives. All the Changelings, who had previously seemed to be in a deep hypnotic state, began to wake up, and stuck their hooves through the cocoons and sliced through them. The Doctor was instantly reminded of the way that the Cybermen had emerged from their tombs back on the planet Telos. Then an idea struck him.

"Well, you can obviously tell that these Changelings have a hive mind. I wonder who the queen is?"

"I wonder that too, but it still doesn't really answer whether or not they're friendly." Romana said.

"Sure it does." The Doctor said. "If one of them has a friendly thought, then all of them will have a friendly thought." He finished cheerfully.

"Who are you, and what are you doing here?" said a voice behind them that sounded very angry.

"We're doomed." Daring Do said as they turned around to face whoever was speaking.

The speaker was a Changeling, obviously, but he looked slightly different than the rest of the Changelings. He had fewer holes on his legs, and had a short mass of sea green hair on his head that the rest of the Changelings didn't have. He had no wings and slight scars where his wings should be. His eyes had a slightly more greenish tint to them.

"Well hello." The Doctor said as cheerfully as ever. "I'm the Doctor, this is Romana, and this is Daring Do."

"You have betrayed the pact you have made with our species. When the Equestrians threw us off our planet and sent us in search of a new one, you said you would not come after." The Changeling said in a venomous tone.

"Oh my. Our coming here may have accidentally sparked a war." The Doctor said to his companions. "Well, I suppose I can work my way out of this." He turned to the Changeling. "Well, you see, we knew of no pact. In fact, Romana and I are not even from Equestria. We had no intention of messing with your little hive the size of a planet. Tell me, how do you achieve powering this place? It's very impressive."

""The Changeling Hive has the most advanced magical power system in the universe." The Changeling replied.

"The Doctor chortled. "Magic, eh? In my book there is no such thing as magic."

"Then I don't believe that you'll get very many ponies to read your book." The Changeling said sarcastically.

"Personally, all things that I've seen that are considered magic were just a form of powerful energy that was mistaken for magic." The Doctor said matter-of-factly.

The Changeling suddenly smiled. "You really are not from Equestria. Nopony else, not even the masses of the Changelings, know that the telekinetic energies that come from a unicorn horn are just telekinetic energies. Only the Changeling Queen and her Royal Advisor are let in on the secret. The rest of those ignorant ponies genuinely believe that they are performing magic." He said, snickering.

"I can see exactly what you mean." The Doctor said.

Daring Do bucked him in the side.

"Ow!" The Doctor yelled in pain. "Anyway, I may be correct in guessing that you would be the Royal Advisor."

"You would be correct. My name is Vixon. I am one of the very few who has a name in this hive. Names are only given to the highest-ranking officials of the Intellectual Class and the Battle Class. The rest are only numbers and their ranks." Vixon said in a way that made it sound like he was very proud of himself and very appalled at the same time.

"Intellectual Class and Battle Class?" The Doctor asked.

"The Intellectual Class keeps the Hive at maximum efficiency and make the plans of our major mission. The Battle Class train until we have come to a level suitable to carry out the final mission and then they will carry it out." Vixon explained.

"And the final mission is?" The Doctor asked, not entirely sure he wanted to know.

"To invade Equestria. We will lead our swarm on the planet and tear it apart. Nopony will be taken prisoner. We will rip the hearts from all who stand in our way, and when Everypony is our food, the planet will be ours again." Vixon said darkly.

Daring Do, Romana, and The Doctor's eyes all widened at this grim plan.

"Well that's…nice." The Doctor said.


	2. Chapter 1: The Ark in Space

Chapter 1: The Ark in Space

**=Rallies 365, The Changeling Hive, Transport Chamber Entrance, 6789 C.E. =**

"So tell me the story of your home planet." The Doctor said as he watched Vixon press buttons to rig up what looked like a futuristic elevator (or a lift as the Doctor knew it as he often visited Britain on Earth)

"It began the same way as any other. We were trying to feast away at the rest of Equestria, our main food source. This time, however, we tried some more aggressive tactics, and it actually worked." Vixon explained.

"But then they retaliated, didn't they?" The Doctor asked.

"Indeed. They used more aggressive tactics as well. I won't go into bloody details. We were a nearly extinct race by the time it was over, and the Equestrians decided they had had enough of us. Space travel was at a very advanced stage by then, so every remaining Changeling was forcibly loaded on to a rocket, placed in a cryogenic freezing chamber, and shot into space." Vixon said, his voice having more and more pure hatred by the moment.

"Well go on then, this is a very interesting story." The Doctor said. He stole a glance at Daring Do. She had a look on her face that suggested that she was disbelieving that her species was capable of such things.

"The programming of the cryogenic tubes was set to release us once we were a thousand light years away from Equestria. Then, we were forced to use the ship's limited fuel to land on a nearby planet in space." Vixon continued. "We landed on this planet, and used the ship and its self replicating nanobots to convert the inside of the planet into our planet. We used our ship to create the walls and the decks of the base. We turned the cryogenic chambers into the pods of the hive we sleep and rebuild. We turned…"

"Ah, so the hive pods are cell reconstruction pods. They rebuild any damage to your body." The Doctor interjected. "But you still haven't answered. What really powers this hive?"

"A brilliant idea." Vixon answered. "The sun the planet orbits around went supernova and exploded. Before we could be sucked into the explosion and be burned to extinction, we redirected some of the power from the cryogenic tubes into putting the star in a state of stasis. We then drew a trail of energy in from the supernova and used it to energize the entire Hive."

"Ah, that's the same method the Time Lords use to power Gallifrey." Romana noted.

The Doctor nodded and looked at Daring Do again. Her head seemed to be spinning from all this science stuff. He then turned to Vixon. "Another question. Where do you get the love that you feed on to survive?"

"One other of the planets in the Rallies solar system survived the supernova. Rallies 366. You see, ever since we were launched here, we have led countless attacks on Equestria. All have failed, as we had not yet climbed back to the level to be powerful again. But the first attack, we were able to take a considerable amount of pony prisoners. We wanted to execute them, to feed on them, but we thought of a better idea. We used a tactic once used at the inception of this solar system by one of the most black hearted and evil pony criminals there ever was. We wiped their memory, reduced them to a primitive state, and dropped them on Rallies 366, a jungle planet, to form of primitive civilization on the planet so that we could simply transport a few of them up here a few times a year to feed off. It's a very developed system that we have." Vixon said confidently.

"Ah." The Doctor said in understanding. "What is the reason for you telling us all this?"

"Because the punishment for being a pony on the Changeling Hive is execution. Since you won't live long, I don't see a reason to keep it a secret." Vixon said with a chuckle.

Daring Do gulped nervously.

"So what now?" The Doctor asked.

"I take you to the king. Standard tradition for him to lead you to the public execution room." At that, the doors to the elevator (or lift, whichever you like.) slid open, and Vixon pushed The Doctor, Romana, and Daring Do into it, and got in himself as the doors slid closed. Vixon pushed a button, and they began sliding downwards.

"One last question." The Doctor said. "You said we when you described the Changelings, as if you were there yourself. But I can tell you weren't. And you also said you had a King of the Changelings. Hive minds usually have a queen."

"The royal 'we'." Vixon answered. "Traditional to refer the Changelings as a whole when telling the royal story. And on the note of the other question, Changelings only live about 6 years. The Queen is special. She is bred with the ability to live one hundred years or longer. But at the battle where we were ejected from Equestria, the Equestrians slaughtered the Queen and made it impossible to create a new one to lead us. They we must give the pads that allow dominance over the hive to an ordinary Changeling. This only extends their life a year or so."

"This whole thing is very interesting, you know." The Doctor said.

"Yeah, very interesting. Especially the part where we get executed." Daring Do said sarcastically.

The elevator came to a stop at the bottom deck of the Hive, and they all stepped out and began walking.

Vixon seemed very stoic as he led the three travelers to their execution. Suddenly, a sound like a phone ringing sounded from a console in front of them. Vixon groaned and went forward to answer it. He clicked a button on it. "What is it?"

"Vixon!" said a male voice from the console. "There is a leak in the Core of the Hive! Your service is requested immediately!"

Vixon ended the call and turned to The Doctor and his companions. "It appears your execution must be delayed for the moment. Come with me." He led them to the center of the bottom level, which was a green cylindrical room that held up the hive. He stopped them before they could enter it. "You need to wear those to survive in there." He said, gesturing to chrome green suits. He slipped one on, and entered the room.

"He's making us enter a high radiation room. That's very dangerous." Romana said. Without another word, The Doctor and Romana slipped on their suits and entered the room.

Daring Do sighed. "This is the future alright." Then she put on her suit and entered the room.

Inside the room were vast panels of machinery, with many scientist Changelings running in between them in a minor panic, trying to correct the problem. One of them, the one who had made the call, ran up to Vixon. "Vixon!" he said. "It's a rather minor leak, but no one is crazy enough to go in there and fix it manually!"

Upon hearing this, an evil smile crossed Vixon's face. "Let her do it. She's an Equestrian pony, so she's of no other use to us." He said, gesturing towards Daring Do.

"Hey!" Daring Do yelled. Then she sighed. She would probably be killed instantly if she said no anyway. She walked up to a ladder with a metal door in the ceiling on top, and began climbing up the ladder. She got to the top and began to open the metal door. She took on more look at the Changeling scientists. She didn't like the hateful look they were giving her, and some to the Doctor and Romana. She opened the door, went through, and closed it behind her.

The minute she had gone through, Vixon walked over to a dial on one of the many dashboards. This dial controlled the amount of radiation that flooded the room. There was a green line that meant the amount the suits could withstand, and a red line that represented the amount that would overload the Core of the Hive. He turned it to just in between the two lines, and looked up to the door with an evil smile.


	3. Chapter 2: Colony in Space

Chapter 2: Colony in Space

**=Rallies 365, The Changeling Hive, Core of the Hive, 6789 C.E. =**

Daring Do gasped as she felt the radiation from the core penetrate her suit and burn her skin. She could barely move as she felt dreadfully ill. She was not familiar with the concept of radiation poisoning, but she could tell she would die if she stayed in there any longer. Trying to ignore the pain, she looked at the Changeling Core. It was a chrome green like the rest of the base, and she could feel the life emanating from it. Her vision began to blur, and she completely lost consciousness.

**=Rallies 365, The Changeling Hive, Core of the Hive Maintenance Room, 6789 C.E. =**

The Doctor realized that the one Changeling he had found a reason to feel distrust for was not in his line of vision, and he quickly started looking around the room for Vixon. When he saw him, he recognized the controls he was standing next to: the radiation dams. "What are you doing?" he asked angrily as he walked over to the Royal Advisor. He pushed past him, and saw what it was he had done. "You're deliberately trying to kill her!" He did not wait for an answer. He just grabbed the dial and turned it back to safe level. Then he turned to Vixon, still steaming in a way that Romana rarely ever saw of him.

"I see that the execution won't be quite as satisfying as it would be before, but I suppose it will do." Vixon mused to himself, not even acknowledging that the Doctor was talking to him.

The Doctor walked over to the ladder and began to climb up. "Please restrain him for me, Romana." He opened the door, went through, and closed it behind him.

Romana walked up to Vixon and grabbed onto him. She looked around, seeing that the hateful glares of the other Changelings had now become almost murderous. It actually sort of scared her. She rather hoped that the Doctor got out soon before one of them came forward and snapped her neck.

At that moment, the Doctor burst through the door and started climbing down, while also carrying Daring Do. This was a rather difficult task, by the way. "I fixed your silly little leak. Very easy. By the way, she's still alive, but has minor radiation poisoning. I'd suggest one of you take her to a sickbay, as it wouldn't be very much of an execution if you executed somepony who was already dead." He said in a bitter voice. Then all of a sudden, he snapped to a cheerful demeanor. "Now, weren't you going to escort us somewhere?" he said to Vixon.

Two of the Changelings stepped forward and grabbed Daring Do, taking her out the door. Vixon glared at the Doctor and Romana and led them out the door. After they had all left, they slipped off their radiation suits.

Vixon walked away from the Doctor and Romana and went over to the phone console where he pressed a button, and raised a tube to his ear so his conversation would remain very private."My King?" he said to whoever was on the other side of the line.

The Doctor could hear an elderly male voice on the phone, but he couldn't tell what he was saying.

"Yes my king. Three ponies are on the base. Well, one pony and two of an unknown equine species. What? No, the attack can't be… Their presence has nothing to do with the plans of the attack. I want you to execute them! But… YOU MAY BE KING, BUT I AM YOUR ROYAL ADVISOR, AND I **DEMAND THAT THE ATTACK WILL GO ON AS IT ALWAYS HAS!" **Vixon screamed with pure anger as he violently smashed the phone console do bits.

He began to calm down slightly. His eyes suddenly flashed a green color, and two Changelings walked up in a hypnotized state, that came forward and grabbed the Doctor and Romana and began dragging them away

"Hold on! Where are they taking us?" Romana said.

Vixon didn't answer. He just watched as they were both dragged away to an unknown location.

**=Rallies 365, The Changeling Hive, Level 73, Infirmary Room, 6789 C.E. =**

Two Changelings walked into the infirmary, which was much whiter than the rest of the planet's rooms, and laid Daring Do down on the bed and walked out silently. Immediately, Changeling Doctors swarmed to her bedside, running the diagnostics of her condition.

When said diagnostics were complete, one of the doctors turned to one of the nurses. "Please prepare the equipment for a Level 13 Radiation Absorption." The nurse nodded and walked away. When she returned, she was holding some objects that looked familiar, like a syringe, and another object that looked like some king of kind of vacuum cleaner with an oddly shaped nozzle on the end.

The Changeling doctor held the nozzle over Daring Do's mouth, and began sucking away all the severely mutated cells that would've given her cancer. After that was done, the Changeling nurse injected the contents of the syringe into her stomach. Their work done, they went away to swarm on another of their patients.

Slowly, Daring Do regained consciousness and looked around her surroundings, quickly recognizing them as that of a futuristic hospital room. She sat back, beginning to relax a little.

Meanwhile, a Changeling Doctor that was walking by's eyes flashed green as he received hypnotic commands. He grabbed a nearby surgical knife and began walking over to Daring Do with it. Daring Do gasped when she saw the knife get closer and closer.

**=Rallies 365, The Changeling Hive, Level 88, Dungeon Ward, 6789 C.E. =**

Two Changelings, who were carrying The Doctor and Romana, walked into the dungeon room and dropped the two ponies they were holding on the floor and walked out, closing the door behind them.

The Doctor picked himself off the ground and began to brush himself off.

"Well what do we do now?" Romana asked as she picked herself up as well.

"Hmm…"The Doctor mused. "Well, I could use the sonic screwdriver to break through the door, but there are likely armed guards out there already." He looked up at the wall panels and smiled. "Romana, give me a boost."

Romana looked up and saw what he was talking about. She thought this was probably a terrible plan, but she knew better than to argue with the Doctor. So she lifted the Doctor up on her back. It was very unpleasant and he was very heavy, but she held long enough for the Doctor to pull out his sonic screwdriver and release the wall panel above him, climb through, and pull her up with him.

They say there were multiple doors around them. The Doctor decided to pick one, and then gestured to one of the doors. "Let's go through this one." The Doctor said as he pulled Romana through the door into the room behind it.

Behind the door was a gigantic ant with huge wings. It snapped menacing pinchers at them as it came forward towards them, looking very angry and prepared to attack.


	4. Chapter 3: A Powerful Enemy

Chapter 3: A Powerful Enemy

**=Rallies 365, The Changeling Hive, Level 73, Infirmary Room, 6789 C.E. =**

Daring Do was still building up her energy, but she knew she had to get up and out of that bed before she was stabbed several times by a Changeling doctor. She managed to sit up, and began the tedious task of pulling herself over the edge of the bed onto the floor. When she did, she fought the nauseating sensation that went through her body whenever she took a step. She could tell she had obviously not fully recovered from radiation poisoning. She snapped back into the world and kicked away the knife from the Changeling's hoof. His eyes stopped flashing green and he walked away, apparently not even remembering he had come over in the first place. Daring Do panted, and began to walk away, still feeling all sick when she walked, and went through the door into the rest of the Changeling Hive.

**=Rallies 365, The Changeling Hive, Level 87, Genetic Sampling Holding Cells Room, 6789 C.E. =**

The Doctor's widened briefly when he saw the creature behind the door, but they shrunk back again when he saw the chains that held it back so that there was no way it could ever attack them. So, he stepped forward, pulled something out of his pocket, and greeted it the same way he greeted everypony or everybody that he ever met.

"Would you like a jelly baby?" The Doctor asked as he held out a bag of jelly babies.

The insect creature snarled in his face and trashed about.

Romana rolled her eyes and slapped her forehead.

"Now why are you here?" The Doctor asked sort of to himself as he walked around the creature, looking for signs of its purpose. He noticed all sorts of needle marks all over its body. "Hmm, genetic samples being drawn out. Why would they need that?" Then it hit him. "Of course! They remove the samples, copy the DNA, and add it into themselves. They improve upon every aspect of their bodies. Get stronger. Faster. Much more able to take over Equestria. And then they use said abilities to take over Equestria. Genetic reconstruction. Brilliant idea! We should go, Romana. We have an attack to stop."

"Got it, Doctor." Romana said. They then walked through the door, and walked up the stairs to the level above.

**=Rallies 365, The Changeling Hive, Level 85, Genetic Samples Testing Room, 6789 C.E. =**

Vixon, still looking very angry, strolled into a gigantic laboratory, where Changelings were either typing at computers and making calculations, or condensing and figuring out how to turn the samples they had taken and turning them into part of their DNA.

He walked up to one of the Changelings. "It is time. I want you to give me all that you've got, and turn the samples into part of the Hive."

"What?" The Changeling asked. "But we have to finish so much more before it is ready! We haven't even tested anything yet! Do you have jurisdiction from the King to do this?"

Vixon's eyes flashed green. "Yes, I do. Now start the test." The Changeling walked away hypnotically, grabbing Vixon and latching him to a wall, retaining all four of his hooves. He attached two tubes to the sides of his stomach. Vixon prepared himself for it to be painful. He did not care. If his plan worked right, He wouldn't have to worry about anything hurting him ever again. The hypnotized Changeling wandered over to some controls, and he pulled a lever. Vixon yelled out as the pain turned out to be far worse than he could have ever prepared for. He suddenly felt it stop, and restrains be let loose, but his vision had not yet come back into focus. He collapsed onto the floor, and he could only feel a ripping pain at the scars where his wings once were. As he could start to see again, he looked back to said scars. He suddenly saw little buds of what looked like insect wings grow out of the scars, and they were rabidly getting bigger.

He smiled. The pain ended, and he stood up. "Initiate a lockdown he two levels." He said, his confidence full again. "We have ponies to catch. I don't care if the King won't execute them. I will."

**=Rallies 365, The Changeling Hive, Level 73, Hallways, 6789 C.E. =**

Daring Do was feeling a lot better, but she could tell she wasn't really in any condition to be walking around to find the Doctor and Romana. Suddenly one of her legs gave out and she fell to the ground. She groaned as she tried to get up. She could tell her legs were not yet fully healed.

"For pony's sake, why does this have to be so hard?" She asked herself.

Suddenly, metal walls slid down around her, trapping her in with no foreseeable way out. She groaned.

"Well, it looks like I won't have to worry about walking around." She said unhappily.

**=Rallies 365, The Changeling Hive, Level** **86, Hallways, 6789 C.E. =**

"Doctor, we're trapped!" Romana pointed out as the metal doors slid down on either way they could go.

"Yes, I can see that full well." The Doctor said.

"Well, what should we do?" She looked around the room, seeing something that made her smile.

The Doctor followed her line of gaze and smiled as well. It was a phone console. The Doctor went over and scanned it over with his sonic screwdriver. "Ah, that's perfect! It has a video transceiver. Not only that, but it has an emergency screen! And I would say this counts as somewhat of an emergency, don't you?" he asked cheerfully.

Romana nodded, wondering about how he could talk as much as he did without even breathing.

The Doctor finished hacking into the emergency call, and a hologram of the Changeling throne room appeared over the wall. The King himself was sitting on the throne. He was a Changeling that was a foot taller than the rest of the Changelings. He had no holes in his hooves, and his eyes had both pupils and green irises. He had lengthy gray hair and silver circular pads on his head, obviously the ones that gave him the main connection to the Hive. He also looked quite surprised. "Who are you, and how did you get this?"

"I'm the Doctor, this is Romana, and your Royal Advisor is completely insane and wants to overthrow you. What's your name?" The Doctor said in a hurried voice.

"I am the King Icide, and I know full well that Vixon wants to overthrow me." He said.

"Really, how?" Romana asked.

"At the time of our last attack, Vixon was captured by the Equestrians. They tortured him to find out our attack plan, but he never cracked. He was let go after they ripped his wings off. He's been bitter and determined to destroy the Equestrians ever since then. I don't agree. He thinks something went wrong at my birth, but I don't want to commence the attack." King Icide explained.

"Which would end up leading to a big disagreement of views. " Romana noted.

"Indeed. But if Vixon means to carry out the attack against my will today, then now is the only time I can cancel the attack. I must stop it-"he suddenly cried out in pain as a large knife went through his heart, and he collapsed to the ground.

Standing behind him was Vixon, his wings fully grown back.

"VIXON!" The Doctor yelled angrily.

"I'm sorry Doctor, by the time I got there; there was nothing I can do." Vixon said sarcastically.

"Stop it! You have taken this too far!"

"Doctor, I must go. I have a battle to win now." He closed the call.

He loaded the King onto his throne, and began to speak to a computer speaker. "Emergency Code 1. The King is dying. We must initiate the coronation process." He said.

King Icide tried to say something, but only coughed up blood.

Two extensions reached out and attached to the silver pads of The King's head. They ripped them out, and the King screamed in pain, falling to the ground, dead.

Vixon rudely kicked the body away, and temporarily looked out the window to watch every Changeling robotically walk to go back into hibernation in their Hive. He watched this all unfold, then walked back to the throne and sat down. "Coronate me." The pads pushed the pads back into his cerebral cortex. He winced in pain as green lightning flashed around his body. When it was over, he stood up, walking over the ashes that were once the king's body. He saw that his whole body had changed. He had grown a whole foot taller. He holes in his hooves had closed up. His eyes now had both pupils and green irises. He stepped back onto the throne and pressed a button.

"This is King Vixon residing over the throne. Begin Genetic reconstruction." He said.

Through the window, green liquid could be seen to fill up the cocoons of the many Changelings in the Hive. He could almost feel all the pain of 9, 357 Changelings in his head, but after a few minutes, it was over. "Now implanting battle information into the Changeling minds. Prepare to head to battle stations. PREPARE TO ATTACK!"


	5. Chapter 4: The Brink of Disaster

Chapter 4: The Brink of Disaster

**=Rallies 365, The Changeling Hive, Spaceport, Spaceport Entrance, 6789 C.E. =**

As all the cocoons containing the Changelings disappeared from their pods and reappeared in certain places around the Hive, the entire Battle Class appeared just below the large window at the top of the planet. All the cocoons began to vibrate as the Changelings inside them stirred. After a few of those moments, the Changelings burst out, their appearance drastically altered. They had lost all their holes. They were all covered in an incredibly dark brown bio casing around their bodies, their wings had doubled in size, and their eyes were now compound, they had a form of barbed stinger attached to them as well. They looked properly ready to take over the planet they were heading towards. The window over them slid open, and they all flew out in formation as the window closed back up.

They flew out through outer space, obviously now resistant to the deadly vacuum of space. Their flying went to a clear destination: Gaia, Equestria. The attack was commencing, and it would end in blood.

**=Rallies 365, The Changeling Hive, Level 86, Locked Down Section of Hallways, 6789 C.E. =**

The Doctor waved the sonic screwdriver around the metal walls of their entrapments.

"Do you have a plan now?" Romana asked him.

"Right now I'm just thinking of a way out of here that won't immediately make Vixon send guards to our location." The Doctor replied. He continued to try to find a defensive weak spot in the door. "How are we supposed to stop the destruction of the species if we can't get out of a couple metal doors without getting jumped?"

Romana rolled her eyes and motioned to the completely undamaged phone console.

"That won't help us get out, but I suppose it will help us with our grand plan!" The Doctor noted enthusiastically. He looked through its programs, and then began a scan for life signs. He located that all the Changelings in Intellectual Class were at specific places all around the Hive, which were all registered as stations to assist in the attack. All the Battle Class had left the Hive and was now on their attack of Equestria. Finally, he found Daring Do. She was in another lockdown zone on Level 73. They looked to see if there was some kind of way to override the lockdown around them from the console. They realized that they could not do so without some kind of authorization from the King Vixon. The Doctor groaned and slammed it with his hoof. All of a sudden, the metal doors of the room slid upwards. "I cannot believe that worked." The Doctor noted as he and Romana darted out of the room to Level 73.

**=Rallies 365, The Changeling Hive, Level 73, Locked Down Section of Hallways, 6789 C.E. =**

Daring Do jumped up in surprise when the metal doors of her prison slid up, freeing her. She then realized that her legs now felt fine. "Huh, it looks like things are finally going my way!" she said to herself, not noticing that two Changelings were waiting right behind her. She was suddenly alerted to their presence by their evil sounding hissing. Without even waiting to look at them, she took off down the corridors, with the two Changelings spreading their wings and flying after her. When she saw this, she groaned and took off into the sky herself, trying to shake off the closely pursuing Changelings.

"Well, I can tell that this won't be easy." Daring Do sighed as she continued flying around.

**=Rallies 365, The Changeling Hive, Between Level 81 and 80, Stairwell, 6789 C.E. =**

"While it's great that they have a stairwell, as the lift goes too slow for me, why would they have a stairwell on a futuristic space station where the occupants have wings?" The Doctor questioned.

"Maybe Vixon isn't the first to lose his wings, and the lift was built later?" Romana suggested as she went up along with him.

They continued, with the occasional idle few words until they reached Level 73. They walked through the door into the level. Then, they began to walk towards the area where they detected Daring Do was.

They got there and saw she was no longer there. The Doctor groaned. "Is anybody or anypony ever going to figure out rule 4: Don't wander off?"

"Probably not." Romana said, smiling.

The Doctor saw a door that he recognized as one of the many stations where all the Intellectual Class Changelings were at. He smiled himself and walked through into the room, with Romana really not having much of a choice but to follow.

In the room was a large mass of battle monitoring computer, with Changelings at every single one of them typing away and keeping the Battle Class going.

"I wonder if we could try aborting the attack from here." The Doctor wondered. He walked over to one of the Changelings, who, like the rest, had been mutated in his pod and was now under the total mental domination of Vixon. The Doctor tried to pull him out of his chair. All of a sudden, the Changeling got up, grabbed him by the hooves, and flipped him into the wall. The Changeling automatically sat back into his chair and began typing away at the computer again.

Romana ran over to where The Doctor was laying. "Are you alright?" she asked him.

The Doctor sat up, slightly dazed. "Okay, so they've got an automatic defensive reaction. We may be in need of a new plan to stop the attack."

They left the room as quick as they could. "Okay, so now let's go back to finding Daring." Romana decided. Immediately, they saw Daring Do flying around the levels, trying to shake off two Changeling pursuers. They motioned for her to land, and she got the message and landed in front of them. The two Changelings didn't see and flew out of sight.

"What took you two so long to find me?" she asked them.

"We were held up a little." The Doctor replied.

"So what do we do now?" she asked.

The Doctor looked over the deck and saw the Changeling Hive. "I have an idea."

**=Rallies 365, The Changeling Hive, Level 100, Throne Room, 6789 C.E. =**

Vixon watched in his head as his armies advanced on Equestria. "My armies go forth. Never tiring. Their speed greatly enhanced. Their strength increased tenfold. By the end of this day, all my enemies will be no more.


	6. Chapter 5: The Screaming Jungle

Chapter 5: The Screaming Jungle

**=Rallies 365, The Changeling Hive, Somewhere in Between Level 64 and 63, 6789 C.E. =**

"Doctor, you still haven't told us the plan you thought of." Daring Do told the Doctor.

"No, I haven't. I'll tell you when we get where we're going." The Doctor said, who had rigged a holographic map of The Changeling Hive to walk in front of him so he could see it at all times.

"Well where are we going?" Daring Do asked him.

"We're almost there." he said as the map showed their life signs within a hundred feet of their destination. He rounded a corner and walked through a door, with his two companions following him.

There was a large room with a large circular platform in the middle. There were many computers that obviously ran several different programs.

"What's this room for?" Romana asked.

"Remember how Vixon mentioned that a few times a year, they teleported a few ponies from the primitive pony tribe they created up here to feed off them? Well this is where they do it all. If my brilliantly simple plan that I'm not going to tell you about yet fails and the attack commences, the Changelings won't need the tribe for food anymore, so they'll probably dispose of them. And if my plan does work out right, Vixon will probably get angry enough to destroy both planets, the one we're on and the one they're on, So essentially, I'm teleporting you down there to evacuate the tribe." The Doctor explained.

"Really? Do you think that's the best you could come up with? Why don't you come down with us?" Daring Do asked.

"Because if I go down there with you, there will be nopony to bring us back up. Since any Changeling that I try to go near flips me into a wall, it's not like I can just call them and say 'The Doctor to Changeling Hive. Three to beam up.' We'd be stuck down there forever."

Romana rolled her eyes at this little reference. "Speaking of calling, how will we tell you when we've got all the tribe ready to be teleported back up?"

The Doctor pulled out two pony sized bracelets. "Two-way communicators. Daring Do, when you've cleared the path in between the tribe and the designated area where I can bring you back up for predators of any sort, you just press this hoof sized button and let me know."

"Wait, you want me to do what?" Daring Do asked.

"Romana, when you've managed to get all the members of the tribe in one place, you just signal me with your communicator and I will release a little hypnosound signal at a frequency that only affects ponies but not Time Lords that will bring all the tribe members to said teleportation area, and then I bring you all back up. Piece of cake." The Doctor said happily.

"I understand." Romana said as she put the communicator around her forehoof.

"Can't we just use the TARDIS for this?" Daring Do asked as she did the same.

"Oops." The Doctor said in realization. "Oh well. Too late now. We already put the communicators on."

Daring Do rolled her eyes as she and Romana stepped onto the teleportation platform. Then something came to her. "Wait a minute. If the hypnosound frequency only affects ponies, won't it affect me as well?" she said, annoyed.

"Oh. Didn't think of that either. Bye bye." The Doctor said as he pressed the button.

"Now wait just a-"Daring Do was cut off by teleportation process beginning.

**=Rallies 366, The Screaming Jungles, Just Outside the Pony Tribes, 6789 C.E. =**

"Minute!" Daring Do finished as her atoms reintegrated in the middle of a dense jungle. Then she looked around wildly. "Ugh!" She turned over to Romana. "Does he always do that?"

"Sadly, yes." Romana said as she sighed. Then she began walking away. "The pony tribe is this way. The place we're supposed to go is through those trees. If I remember, you're supposed to secure the path. Let's better start doing what we're supposed to do if we want to save Equestria… again."

Daring Do grumbled, but complied.

Romana began walking in the direction of the pony tribes. A few minutes later, she spotted it. It was a group of several tents with a tall fence around them. "There must be predators. But where's the entrance?" she asked herself. She walked around it in full perimeter. Finding nothing, she tried the only other method: She began climbing over the to the top. She got to the top and began climbing down. Unfortunately, the minute she stepped onto the ground, there were a series of flashes all around the tribe's boundaries, and she could see ponies stirring in their tents. "Idiot!" she said, reprimanding herself at this very stupid mistake. "Of course they'd have traps for intruders!"

A pony that was a tan color with a green mane, a green tail, and green eyes that was wearing a regal necklace that she supposed was the chief approached her, and several other ponies of the same colors and features came as well. She supposed that they used to have the variety of colors that defined ponies of this dimension, but evolution comes quicker than usual sometimes.

"Who are you, stranger? Your presence and demonic colors will upset the balance of the tribe. We cannot allow this. I, Chief Jungle Stalker, live to protect the tribe." The Chief said in a gruff voice.

"I am Romana, and I am…" she knew that these ponies forced primitive minds probably couldn't grasp the concept that they were being taken up to a starship, and tried to dumb herself down temporarily. "Here to bring you forward to your salvation, and to the forgotten homelands of your ancestors." She said as convincingly as she could (Which was not very much, mind you).

"Why should we believe a word that you say?" Jungle Stalker said, obviously not happy.

Romana looked around the pony crowd that had gathered around their chief. "Are these all of your tribe members?" she asked.

"Yes." Jungle Stalker said in an annoyed voice.

Romana smiled and pressed the button on her wrist communicator. "Doctor, I have all the tribe in the same place. "

"Who are you talking to?" Jungle Strider asked indecorously.

**=Rallies 365, The Changeling** **Hive, Level 63, Teleportation Control Room, 6789 C.E. =**

"Amazing work, Romana." The Doctor said as he prepared to release the hypnosound signal.

"Oh wonderful Doctor." Vixon's voice said through the speakers.

"Vixon!" The Doctor yelled angrily.

"You see Doctor, The pony tribes and your friend will never make it that far as the place where you bring them back up here. Did you know that the predators that ravage the pony tribes are Changelings? All the rouge Changelings that are accidentally disconnected from the Hive are dumped on that planet. And may I tell you that they are full of bloodlust?" Vixon said evilly.

The Doctor looked scared at this. He reached for the hypnosound button, and pressed it.

**=Rallies 366, The Screaming Jungles, Just Outside the Pony Tribe, 6789 C.E. =**

Five minutes earlier, Daring Do was grumbling unhappily as she walked in between the pony tribe and the place where they would be teleported back up to The Changeling Hive. She was still unhappy about the whole mission. Besides she hadn't even found anything dangerous at all in the way of the tribes. Why did she really need to come here?

Suddenly, she heard a malicious hissing coming from the trees around her. It began to increase in loudness steadily, and then seemed to come from all around her. Glowing blue eyes suddenly became visible from all directions.

"Oh dear." Daring Do said in fear.

A large Changeling pounced her, as hundreds more advanced as well.

**=Rallies 366, The Screaming Jungles, Inside the Pony Tribe, 6789 C.E. =**

Romana smiled as every member of the pony tribe's eyes glazed over as they went into a hypnotic state.

"Come on, let's go." She told them as she walked away. They followed her. They all systematically climbed over the fence around the tribe. She set hoof on the ground, and gasped at the site greeting her.

Hundreds of Changelings were standing in front of them, with pure bloodlust in their eyes. One of them was carrying Daring Do, who was trapped in a cocoon, over his back, and every single one of them were prepared for a bloody hunt to the death.


	7. Chapter 6: The Ambush

Chapter 6: The Ambush

**=Rallies 366, The Screaming Jungles, Just Outside the Pony Tribe, 6789 C.E. =**

Romana looked at the Masses of Changelings and wondered how they would get out of this situation. She could tell that putting at least a hundred ponies in their way would lead to a feeding right here and now. It wouldn't be likely that they would all survive this, but she knew that there was obviously only one option…

"RUN!" she yelled out to the tribe.

Instantly, the tribe began running, desperately moving forward as fast as they can towards the area where they would be teleported back up to The Changeling Hive. It wasn't exactly that simple though. They were caught by some of the Changelings, and the ones that were caught were fed upon. But not by sucking the love out them. They did that, but not in that way. They sunk their fangs into their flesh, and sucked the love from the body parts they had eaten.

Romana knew that since the tribe had only been given the command to run, there was only one way that she could run. She began running towards the Changeling that was carrying Daring Do on his back. She didn't normally do things like what she was about to do. She punched him in the face, grabbed the cocoon that Daring Do was in, and pulled it over her back. No time to get her out yet. She started running to the area of teleportation as fast as she could.

In less than a minute, she was there. She looked around the pony tribe. There was only about a quarter of the ones that there were originally. She looked out into the jungle. She heard an ear-splitting scream, and she realized with a shock that there weren't any more coming. She felt incredibly guilty at this. She had immediately taken the most last-ditch plan she could think of, and look where it had gotten them now. She began a body count. Out of 104 tribe members that there were originally, there were now only 28, the Chief Jungle Stalker being among them. She heard a hissing noise coming directly from the jungle behind them. She raised her communicator and pressed the button on it. "Doctor, we need you to bring us back now."

"Got it, Romana." The Doctor's voice said over the communicator.

Romana could feel the transporter beam reach the tribe just as the Changelings began to come through the jungle.

**=Rallies 365, The Changeling Hive, Level 63, Teleportation Control Room, 6789 C.E. =**

Romana felt the jungle disappear around her and a new room reappears around her, and then she was back in the teleportation room.

"Hello, Romana, how did it- Oh my." The Doctor said to her.

Romana turned around to see that a Changeling from the planet below had been teleported up as well. She ran off the platform, ushering the tribe off of it with her. The Changeling bared its fangs and jumped off the platform for the kill.

The Doctor instantly pressed the button to end the hypnosound signal.

Jungle Stalker snapped to attention, and, after he saw the Changeling, without looking around to see where he was, pulled a knife out from a flimsy straw saddle bag, and jumped forward and stabbed it dead.

The Doctor was instantly reminded of Leela.

Then, Jungle Stalker began to look around at his surroundings, and all of the tribe began to look around at their surroundings. Amidst the sudden mutters of confusion, Jungle Strider looked around and saw Romana. "You! Demon Colors! Where have you taken us, and where is the rest of my tribe?" he asked angrily.

Despite being insulted, Romana stepped forward to deliver the bad news.

Meanwhile, The Doctor began ripping Daring Do out of her cocoon. She popped out, gasping for breath. "Are you alright?" he asked. She nodded.

They turned to the Chief, who seemed remarkably saddened by whatever he had just been told.

"All right, listen everypony!" The Doctor said to get their attention. "I have a plan to stop the Changelings!"

"You mean the Predators?" asked one of the members of the tribe.

"Yes yes, whatever." The Doctor said "Anyway, I did have a brilliant plan, but after I came here, it got even brillianter!"

"But that's not a word." Daring Do pointed out.

"So?" he asked.

Daring Do just nodded at that, slightly exasperated.

"I had originally planned to connect myself to the Hive and use hypnosis to stop the attack, but instead…" he said to Romana and Daring Do.

"You can broadcast the hypnosound through the Hive and use the mental link against them." Romana said in realization

"Exactly, I just need to change the frequency with the sonic screwdriver and it will work far more effectively." The Doctor said.

He then pulled out his sonic screwdriver and walked over to the computer where he had started the hypnosound signal. He used it to open the panel, and he began pulling an incredibly long cable out of it. "This goes down 37 levels!" he explained. After a few minutes, he pulled out the end, which was a very large speaker. He used the sonic screwdriver on it. "Should work now."

He began pulling it along with him out the door, with Daring Do following him, and Romana staying at the button that released the hypnosound. The pony tribes looked confused at the whole operation, but decided not to interfere.

The Doctor got to the edge of the level, and turned to Daring Do and her wings. "Could you-"he asked.

"Are you going to rely on me to fly you everywhere?" Daring Do asked him as she spread her wings out.

"Probably." The Doctor admitted. Daring Do grabbed him and began flying him over. She landed him in one of the pods. He began searching around for a speaker of some sort. Finding it, he held the hypnosound speaker to it. "This was too easy. We didn't even need to use K9 for it." He mused to himself. He motioned for Daring Do to fly over. She did, and he held out her wrist communicator and pressed the button on it. "Romana, now!" he shouted into it.

A barely audible sound came from the speaker, as it was broadcast into the minds of every Changeling everywhere. The Doctor could just feel every Changeling everywhere stop in place as they went into hypnosis. "Attention Changelings! I command all of you to go to sleep wherever you are, but take care not to fall into any stars." And then he felt every Changeling everywhere comply.

They began to rejoice as they knew they had actually won.

**=Rallies 365, The Changeling Hive, Level 100, The Throne Room, 6789 C.E. =**

Vixon felt confused. All the voices in his head, those of the Hive, had just stopped. Then, he realized what that really meant. The Doctor had won. He had stopped the attack.

He screamed with lethal fury. He sat up from his throne, and began walking away, prepared to rip apart every Changeling or pony that stood in his way. He had his own ways of destroying his enemies.


	8. Chapter 7: The Escape

Chapter 7: The Escape

**=Rallies 365, The Changeling Hive, Level 100, Entrance to the Core of the Hive, 6789 C.E. =**

Vixon walked to the Core of the Hive in anguish. No physical anguish, but pure mental anguish. This attack was his whole life. His every day, his dreams, his every waking hour. And now it was all over. The Doctor had ruined all that he had worked for his entire life. He waited outside the front of the Core Maintenance Room. He looked at the suits that would keep him alive in that room. He grabbed one and ripped it to shreds. With that, he entered the room.

Inside, there were many Changelings slumped over in their chairs, asleep. He walked over to the switch he was looking for. He pushed the Changeling sitting in front of it backwards into a panel of switches. The panel exploded, killing the Changeling instantly, sending a shower of sparks and live wires everywhere.

Ignoring the blood-curdling scream that rang through his head, Vixon grabbed the knob for the radiation dams and turned it past the level that would overload the Hive. He smiled and turned to the live wires everywhere.

He knew what he was about to do. If the King died while still wearing the pads that allowed control of the Hive, the Changelings would be extinct. He seized one of the live wires by the insulated part and began to raise it to his head.

**=Rallies 365, The Changeling Hive, The Hive Pods, Parallel to Level 63, 6789 C.E. =**

The Doctor and Daring Do watched in horror as the green light from the Hive went dead. "Oh no." The Doctor said. With that, he began climbing down the Hive in a fashion like a ladder.

"What went wrong now?" Daring Do asked as she flew alongside him.

"I do believe that we just witnessed the extinction of a species." The Doctor said grimly. "I think Vixon killed himself."

Daring Do had nothing left to say after that, only a terrified expression.

When they reached the bottom, The Doctor was horrified to see a flashing red light and a deafening siren coming from the entrance.

"What does that mean?" Daring Do asked in obvious horror.

"Vixon overloaded the Hive's radiation core. It's going to make it blow up."

"Will that destroy Equestria?" Daring Do asked, even more horrified.

"Oh no, Equestria is over a thousand light years away. Not even the released supernova from the explosion could destroy Equestria." The Doctor said dismissively.

"That's great. Phew." Daring Do said in relief.

"But it will destroy _us_." The Doctor said tactlessly.

"Do all your adventures have to end in a big life threatening explosion?" Daring Do asked angrily.

"Not unless you want them to be boring." The Doctor said, waving it off. "Tell me; can you fly up a hundred levels really fast?"

"Of course I can." Daring Do said.

"Well then get to the TARDIS, go inside, press a blinking white button, and then I can home in on it with my sonic screwdriver and make it materialize in front of me." The Doctor explained.

Daring Do nodded and took off into the open air. Just as she predicted, she sailed up tens of levels in a very short time. She came to land on Level 1, and began galloping to the TARDIS at top speed.

She sighted the TARDIS and opened the door, beginning to encircle the console, looking for the blinking white light.

She found it, and pressed. Almost instantly, she heard a noise from it that sounded exactly like the sonic screwdriver. The dematerialization process began, and a few moments later, The Doctor came through into the TARDIS, and began dematerializing it to a set location.

**=Rallies 365, The Changeling Hive, Level 63, Teleportation Control Room, 6789 C.E. =**

The moment that a red flashing light began flashing through the room and the pony tribe began to panic, Romana could tell something was wrong.

"Oh dear!" Romana said when she looked at a general Hive compute and saw that the Hive would explode in only five minutes.

Suddenly, the sound of the TARDIS rang through the air as it materialized in the room. As the pony tribe panicked even more, Romana grinned widely and ran up to the box that she had made her home in and opened the door. She grinned even more widely when she saw the Doctor and Daring Do. "You know, by your standards, this adventure ended out pretty boring. There are still five minutes left." She said.

Well, we still have to convince the tribe to get in the box." The Doctor said. "Then again, we could always shock them into unconsciousness and take them into the box."

Romana rolled her eyes and chuckled.

They all walked out of the box. "Hey everypony, get into this box!"

Jungle Stalker looked at them. "Are you insane?"

"Probably." The Doctor said cheerfully.

Romana and Daring Do slapped their foreheads.

The Doctor and Daring Do got behind Jungle Stalker and began pushing him into the box. "Unhand me now!" he said as he was pushed directly into the TARDIS.

After a few moments of horrified sputtering, Jungle Stalker came out of the TARDIS. "This is the chariot of the gods! We must all go inside!" he said.

All the tribe went in, muttering confusedly. There was a yelp of surprise, and the Doctor and Daring Do walked in after them, smiling. "Let's take them back to Equestria, shall we?"

They walked into the TARDIS, and it dematerialized.

Behind them, the planet of Rallies 365 exploded into nothingness, and the species of the Changelings was made extinct forever.


End file.
